Antonio Pera

About Antonio R. Pera

Antonio R. Pera (age 67) is an independent director of ANI Pharmaceuticals, Inc., serving on the Board since August 2020. He is the current Chair of the Compensation Committee. Pera previously served as President of Par Pharmaceutical (2013–Aug 2019) and held leadership roles at AmerisourceBergen, American Pharmaceutical Partners, Bedford Laboratories, and Baxter Healthcare. He holds a B.S. in Business Administration from the University of Illinois at Urbana-Champaign and an MBA from DePaul University .

Past Roles

External Roles

Board Governance

• Independence and service: The Board determined Pera is independent under Nasdaq and SEC rules; six of eight directors are independent. Board size is eight. The Board held 15 meetings in 2024, and none of the current directors attended fewer than 75% of Board and committee meetings in 2024 .
• Committee assignments: Pera is Chair of the Compensation Committee. The 2024 committee structure: Compensation (Pera, Chair; Tannenbaum; Thoma), Audit & Finance (Haughey, Chair; Leonard; Thoma), Nominating & Corporate Governance (Tannenbaum, Chair; Haughey; Leonard) .
• Compensation Committee remit: Oversees CEO pay recommendations to the Board, approves other NEO pay, sets annual/long-term performance goals, administers incentive plans, oversees succession planning and human capital management, and leads non-employee director pay setting .
• Board structure: Separate Chair (Patrick Walsh) and CEO (Nikhil Lalwani); no Lead Independent Director currently .
• ESG oversight: Nominating & Corporate Governance Committee oversees ESG; internal ESG Steering Committee reports at least twice per year .

Fixed Compensation (Director)

• Director stock ownership guideline: Minimum beneficial ownership equal to 4x annual Board cash retainer; compliance required within five years. All Board members have achieved their required levels .
• Anti-pledging and hedging: Directors are prohibited from margining or pledging Company securities. Insider Trading Policy also prohibits derivatives (e.g., equity swaps, puts/calls) and short sales; the Company has no standalone hedging policy beyond these restrictions .

Performance Compensation

• Non-employee directors do not receive performance-based pay; equity is time-based restricted stock (no director PSUs). No options granted to non-employee directors in 2024 (options outstanding reflect prior grants) .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Pera in the last five years .
• Compensation Committee interlocks: In 2024, none of the Compensation Committee members (including Pera) were at any time officers/employees of ANI or had relationships requiring disclosure under Item 404; no interlocks with other companies’ compensation committees were reported .

Expertise & Qualifications

• Industry depth: Senior leadership across major generic/specialty pharma organizations (Par, AmerisourceBergen, APP, Bedford Labs, Baxter) spanning sales, marketing, supply chain, and licensing—aligned with ANIP’s generics and rare disease strategies .
• Governance role: Chair of the Compensation Committee with remit over pay-for-performance design, succession, and human capital oversight .
• Education: B.S. in Business Administration (University of Illinois), MBA (DePaul University) .

Equity Ownership

• Director equity outstanding (as of 12/31/2024): Pera held 16,024 stock options outstanding and 4,410 unvested restricted shares .
• Ownership policy compliance: Directors are in compliance with 4x retainer ownership guideline .
• Pledging/hedging: Pledging prohibited; derivatives and short sales prohibited under Insider Trading Policy .

Governance Assessment

• Positives

  • Independent director with deep generics and commercial/supply-chain experience; serves as Compensation Committee Chair, a critical governance post for aligning pay with performance .
  • Solid engagement: Board met 15 times in 2024; no current directors fell below 75% attendance; Compensation Committee met 7 times in 2024 .
  • Strong pay governance: Use of independent consultant (Pearl Meyer) with no conflicts; clear clawback policy compliant with Dodd-Frank; robust stock ownership guidelines; 2024 say-on-pay approval of 95.5% indicates shareholder support for pay practices .
  • Director pay structure balanced toward equity (time-based RS), which fosters alignment; anti-pledging and prohibited derivatives/short sales enhance alignment and reduce risk .

• Watch items

  • No Lead Independent Director currently (though Chair and CEO roles are separated); investors often prefer a designated lead for independent session coordination and agenda-setting .
  • Equity plan dilution risk is managed but present: 2024 burn rate ~4.05% and overhang ~10.37%; the plan includes best practices (no repricing without shareholder approval, 1-year minimum vesting, director award caps) which mitigate concerns .
  • Related-party transactions are concentrated around an employee director (not Pera); continued monitoring of RPT controls remains prudent .

Overall: Pera’s profile (independent, industry-seasoned, Compensation Chair) and ANI’s pay/governance framework (clawback, ownership guidelines, independent consultant, strong say-on-pay support) are constructive for investor confidence. The absence of a lead independent director and ongoing equity usage warrant monitoring but are offset by policy safeguards and clear oversight processes .